Travelers 2014 Annual Report Download - page 301

Exhibit 10.37
TRAVELERS
RESTRICTED STOCK UNIT AWARD NOTIFICATION AND AGREEMENT
(for Management Committee Member Executing Non - Compete)
(This award must be accepted within 90 days after the Grant Date shown below or it will be forfeited. Refer below to Section 13.)
1. Grant of Restricted Stock Units. This restricted stock unit award (“Award”
) is granted pursuant to The Travelers Companies, Inc. 2014
Stock Incentive Plan, as it may be amended from time to time (the “Plan”
), by The Travelers Companies, Inc. (the “Company” ) to you (the
“Participant”
) as an employee of the Company or an affiliate of the Company (together, the “Travelers Group” ). The Company hereby grants to the
Participant as of the Grant Date an award (“Award”
) consisting of a right to receive the number of shares set forth above (“Award Shares” ) of the
Company
’ s common stock, no par value (“Common Stock” ), pursuant to the Plan, as it may be amended from time to time, and subject to the terms,
conditions, and restrictions set forth herein.
2.
Terms and Conditions. The terms, conditions, and restrictions applicable to the Award are specified in the Plan and this grant notification
and agreement, including Exhibit A (the “Award Agreement”
). The terms, conditions and restrictions in the Plan include, but are not limited to,
provisions relating to amendment, cancellation, and settlement, all of which are hereby incorporated by reference into this Award Agreement to the
extent not otherwise set forth herein.
By accepting the Award, the Participant acknowledges receipt of the prospectus dated February 3, 2015 and any applicable prospectus
supplement thereto (together, the “Prospectus” ) and that he or she has read and understands the Prospectus.
The Participant understands that this Award is granted pursuant to the terms of a Non
- Competition Agreement by and among the Participant, the
Company, and The Travelers Indemnity Company (the “Non
- Competition Agreement”); that all other incentive awards are entirely discretionary;
and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands
that the value that may be realized, if any, from the Award is contingent and depends on the future market price of the Common Stock, among other
factors. Thus, the Participant understands that (a) any monetary value assigned to the Award in any communication regarding the Award is
contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly
or indirectly, any certain or determinable cash value to the Participant; and (b) receipt of the Award or any incentive award in the past is neither an
indication nor a guarantee that an incentive award of any type or amount will be made to the Participant in the future. The Participant shall have no
rights as a stockholder of the Company with respect to any shares covered by the Award unless and until the Award is settled in shares of
Common Stock.
The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Award unless and until the Award
is settled in shares of Common Stock; provided, however, that if the Company pays cash dividends on its shares while the Award is outstanding,
the Participant shall be entitled to receive corresponding dividend equivalent cash payments based on the number of shares underlying the Award
at the time when such regular cash dividends are paid.
3.
Fully Vested; Forfeiture and Recapture Right. The Award is fully vested on the Grant Date. Notwithstanding the foregoing or any
provision of this Award Agreement, the Plan or the Prospectus to the contrary, any amounts, benefits, and awards under this Award Agreement
shall be subject to forfeiture and recapture by the Company pursuant to the Non
- Competition Agreement. Further, except to the extent prohibited
by law, an outstanding Award may be forfeited, and the compensatory value received under the Award may be subject to recoupment by the
Company, in accordance with the policies
1
of the Company in effect from time to time with respect to forfeiture and recoupment of bonus payments, retention awards, cash or stock
- based
incentive compensation or awards, or similar forms of compensation, and the terms of any such policy, while it is in effect, are incorporated herein
by reference. Such forfeiture, recapture and recoupment rights shall not limit or modify the Company
’ s rights and remedies with respect to this
Award Agreement or any other agreement between the Participant and the Company and/or other member of the Travelers Group.
4. Settlement of Award. Subject to the terms of the Non - Competition Agreement, the Company shall deliver to the Participant a number of
shares of Common Stock equal to the number of Award Shares on the following dates: (a) if the Scheduled Settlement Date identified above occurs
prior to the Participant
’ s Separation Date, delivery of such shares shall be on the Scheduled Settlement Date or as soon as administratively
practicable (but not later than ninety (90) days) thereafter; and (b) if the Participant ’ s Separation Date occurs prior to the Scheduled Settlement
Date, delivery of such shares shall be on the applicable date described in Exhibit A or as soon as administratively practicable (but not later than 90
Section 4: EX-10.37 (EX-10.37)
Participant: “NAME”
Grant Date:
“ GRANT DATE ”
Number of Award Shares: “ GRANTED ”
Scheduled
Settlement
Date:
3 years from Grant Date